| MASTER AGREEMENT
This Master Agreement ("Agreement") is made between GeneEd ("Merchant")
and Your Web Site ("Partner").
BACKGROUND
Partner and Merchant are each enrolled in the The Commission Junction
Network(tm).
Partner and Merchant each desire to establish the general terms and conditions
which shall govern advertising and commission arrangements between Partner
and Merchant which result from their participation in The Commission Junction
Network(tm).
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
IMPORTANT-READ CAREFULLY: THIS AFFILIATE PROGRAM AGREEMENT, INCLUDING
APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"), IS A LEGAL AGREEMENT
BETWEEN YOU AND GENE ED ("GeneEd") FOR PARTICIPATION IN GENE ED'S ("PROGRAM")
AS MANAGED BY AND THROUGH COMMISSION JUNCTION. BY REGISTERING FOR AND
PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT
REGISTER FOR OR PARTICIPATE IN THE PROGRAM. IF YOU DO NOT AGREE TO AND
ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY AND YOU ARE ALREADY
A GENE ED AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF GENE ED'S MARKS
AND ANY LINKS TO GENE ED'S WEBSITE. AS USED IN THIS AGREEMENT "WE" MEANS
Gene Ed AND "YOU" MEANS THE PARTICIPATING WEB AFFILIATE ("AFFILIATE" OR
"YOU").
1. PARTICIPATION IN THE PROGRAM
This agreement governs participation in the GeneEd Affiliate Program only.
Once you are accepted into the Program, you will be able to participate
in the Program subject to the terms and conditions of this Agreement.
You should also note that if you are accepted to participate in the Program
and your Site is thereafter determined (in our sole discretion) to be
unsuitable based on the criteria below for the Program, we may terminate
this Agreement:
-- Promote graphic violence (which may include certain types of game sites)
--
Promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
-- Promote sexually explicit, pornographic or
obscene content (whether in text or graphics)
-- Promote illegal activities
-- Include "GeneEd.com", "GeneEd" or variations or misspellings thereof
in their domain names
-- Promote content that is in any way unlawful, harmful,
threatening, defamatory, obscene, harassing or racially, ethnically or
otherwise objectionable
-- Promote or use bulk unsolicited email (spam)
-- Promote speech or images that are offensive, profane, hateful, threatening
harmful, defamatory, libelous, harassing or discriminatory (whether based
on race, ethnicity, creed, religion, gender, sexual orientation, physical
disability or otherwise)
-- Promote content related to liquor, tobacco,
firearms, drugs, gambling, crime or death
-- Promote politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political
content (e.g. lobbyists, political campaigns)
-- Promote any unlawful behavior or conduct
-- Otherwise are considered offensive or inappropriate at GeneEd's sole
discretion
2. DEFINITIONS
2.1 "Offer" means a specific offer posted by GeneEd on its Program site
located within Commission Junction that receives an identification number
from Commission Junction . The terms and conditions of such Offers shall
be incorporated into this Agreement.
2.2 "Qualifying Link" means a GeneEd
link from your Site to GeneEd's Site using one of the Required URLs or
any other URL or graphic link provided by GeneEd for use in the Program.
A Qualifying Link or "Linking Materials" shall be defined as hyperlinks,
buttons, banners or other user interface established by GeneEd for your
Web site. A Qualifying Link may reference any coupon codes provided to
the Affiliate by Commission Junction, but may not reference any coupon
codes that the Affiliate may obtain from other sources, including but
not limited to GeneEd marketing materials.
2.3 "Qualifying Product" means
a GeneEd product that is offered for sale by GeneEd at the GeneEd Site
and is the subject of an Offer.
2.4 "Qualifying Product Sales" means sales
of Qualifying Products offered at GeneEd's Site.
2.5 "Qualifying Leads"
means information gathered from customers you refer, who request additional
GeneEd information at GeneEd's Site.
2.6 "Qualifying Product Revenues"
means revenues derived by us from Qualifying Product Sales, less chargebacks,
taxes, surcharges and processing fees.
2.7 "Required URLs" means the special
URLs specified in an Offer to be used to link from your Site to GeneEd's
Site.
2.8 "Session" means the period between the time a Customer first
clicks on a Qualifying Link on your Site and the time the Customer makes
an online purchase at GeneEd's site, provided that such purchase is made
within 120 days of the first click and provided that no subsequent Customer
activity has occurred to override the Session during those 120 days.
2.9
"Site" means a World Wide Web Site and, depending on the context, includes
the website that you will link to the GeneEd Site as identified in your
Commission Junction registration form.
2.10 "Loyalty Program" refers to
a program that issues any type of reward or incentive for qualifying product
sales either directly to the consumer via a cash back or points system,
or via a donation to a charitable organization.
3. OFFERS
3.1. From time to time, GeneEd may post on Commission Junction or Direct
Track Offers to pay members of Commission Junction , a specified referral
fee on certain Qualifying Product Sales to third parties through a Qualifying
Link.
3.2. The terms of an Offer, as posted on Commission Junction or
otherwise communicated to you shall be governed by the terms and conditions
of this Agreement. However, in the event of any inconsistency between
the terms of the specific Offer and the terms of this Agreement, the terms
of the Offer shall govern.
3.3. At any time prior to you providing a Qualifying
Link, GeneEd may, with or without notice,
(a) change, suspend or discontinue
any aspect of an Offer or
(b) remove, alter, or modify any graphic or
banner ad provided to you pursuant to an Offer. You agree to promptly
implement any request from GeneEd to remove, alter or modify any graphic
or banner ad submitted by you that is being used in connection with an
Offer.
4. YOUR RESPONSIBILITIES
4.1. You shall only link your Site to areas within GeneEd's Site using
Required URLs for the Program. You may post as many links to the Required
URLs as you like. The position, prominence and nature of links on GeneEd's
Site shall comply with any requirements specified in the Offer, but otherwise
will be in GeneEd's sole discretion. Only valid Qualifying Links generated
by Commission Junction will be tracked for purposes of determining referral
fees that you may be eligible to receive on Qualifying Product Sales or
Qualified Leads generated through your Site.
4.2. You agree to display
GeneEd's Link materials appropriately on your Web site and/or Email and
to respect GeneEd's trademarks, service marks and other rights in the
Link Materials. You will use only these Link materials to link your Web
site to GeneEd's Web site, and you will not alter the look or feel of
these Link Materials or of our Web site in any way. You will update to
new versions of Link Materials as GeneEd makes them available or you submit
a request for a specific type of Linking Material.
4.3. GeneEd will not,
and is not obligated to, make any representations, warranties or other
statements concerning you, your Site, any of your products or services,
or your Site policies, except as expressly authorized by the Offer.
4.4.
You will be solely responsible for the development, operation and maintenance
of your Site and for all materials that appear on your Site. We disclaim
all liability for such materials. You shall indemnify and hold us harmless
from all claims, damages and expenses (including, without limitation,
attorney's fees) relating to the development, operation, maintenance and
contents of your Site. You are also responsible for notifying us and Commission
Junction of any malfunctioning of the Required URLs or other problems
with your participation in the Program in accordance with the terms of
the Offer and this Agreement. GeneEd (or a designee such as Commission
Junction) will respond in normal course to all concerns upon notification.
4.5. You will
(1) not make any representations, warranties or other statements
concerning GeneEd, GeneEd's Site, Commission Junction or Commission Junction's
's Site;
(2) protect GeneEd and Commission Junction's 's confidential
information and
(3) not use or display Commission Junction's 's trademarks
or otherwise infringe Commission Junction's 's intellectual property rights.
4.6 Loyalty programs may participate in the GeneEd affiliate program but
are subject to specific terms and conditions.
4.6.1 Loyalty programs that
utilize top moxie or like proprietary downloads to credit member accounts
for purchases made via browser redirects are required to issue a separate
site id for tracking of sales through these placements. Failure to implement
a separate site id may result in non-payment for sales generated.
4.6.2
GeneEd reserves the right to request additional information regarding
the source of all loyalty program sales.
4.6.3 GeneEd reserves the right
to adjust payment levels based on traffic and sales reports in order to
right-size sales generated via browser redirects (all sales not generated
via site driven marketing efforts such as site placements, newsletters,
etc.)
5. COMMISSIONS
As an approved participant of GeneEd's Affiliate Program, you may earn
commissions for affiliate services in accordance with this Section 5.
GeneEd may change or terminate the provisions of this Section 5 at any
time and at GeneEd's sole discretion.
5.1. GeneEd agrees to pay you the commission specified in this Agreement
if GeneEd sells to a visitor to GeneEd's site (a "Customer") a product
or service that is the subject of this Agreement and if that Customer
has accessed GeneEd's site and purchased the product or service via a
Qualifying link.
5.2. For all product sales, GeneEd will pay 20% to 30%
(based on performance) per Qualifying Product Revenues generated by Customers
linking to GeneEd's site from your Web site using a Qualifying Link. For
all valid leads generated from your site, GeneEd will pay publisher a
$3.00 commission.The amount of the Qualifying Product Revenues per item
for products sold are subject to change at any time in Merchant's sole
and absolute discretion.
5.3. GeneEd shall have the sole right and responsibility
for processing all payment processing and fulfillment of orders for our
Products sold pursuant to this Agreement. You acknowledge that all agreements
relating to sales to Customers shall be between GeneEd and the Customer.
5.4. You acknowledge that your entitlement to any compensation reported
with respect to any tracked or reported activity is solely a function
of the terms of your agreement with GeneEd and that GeneEd is solely responsible
for its payment. The fact that a compensation amount is reported for any
tracked activity does not necessarily mean that a payment is due to you
from GeneEd, since payment may be subject to conditions established by
GeneEd, including policies regarding order cancellation, returned merchandise,
receipt of pending credit card authorizations and minimums for earned
compensation before payment is made. All determinations of Qualifying
Links and the compensation due to you shall be final and binding.
5.5.
All determinations of Qualifying Links and whether a commission is payable
will be made by GeneEd and will be final and binding on both parties.
Prices for the products will be set solely by GeneEd in its discretion.
5.6. Only those who are approved by GeneEd at the time of receipt of a
Customer offer(s) will be eligible for payment under this Agreement.
5.7.
As an independent contractor, you will be solely and entirely responsible
for any and all taxes and/or other fees or obligations associated with
the receipt of payment under this Agreement.
5.8. The terms and conditions
of this Section 5, including the fee amounts, may be changed at any time
and for any reason within GeneEd's sole discretion.
6. REFERRAL FEE PAYMENT
Unless otherwise stated in an Offer Addendum, we will pay you referral
fees on a monthly basis. Approximately thirty (30) days following the
end of each month, we (or our designee, Commission Junction ) will send
you a check for the referral fees earned on Qualifying Product revenues
for that month, less any returns and canceled orders. However, if the
referral fees payable to you for any month are less than $25.00, we will
hold those referral fees until the total amount due is at least $25.00
or (if earlier) until this Agreement is terminated.
7. OWNERSHIP, LICENSES AND PAY PER CLICK SEARCH ENGINE POLICY
7.1. Each party owns and shall retain all right, title and interest in
its names, logos, trademarks, service marks, trade dress, copyrights and
proprietary technology, including, without limitation, those names, logos,
trademarks, service marks, trade dress, copyrights and proprietary technology
currently used or which may be developed and/or used by it in the future.
7.2. We grant you a limited, revocable, non-exclusive, license to use
the graphic image and text, which may include our name, logos, trademarks,
service marks (collectively, the "GeneEd Marks"), designated in the Offer,
only as provided to you through Commission Junction's Site and solely
for the purpose of creating links from your Site to our Site pursuant
to this Agreement. Except as expressly set forth in this Agreement or
permitted by applicable law, you may not copy, distribute, modify, reverse
engineer, or create derivative works from the same. You may not sublicense,
assign or transfer any such licenses for the use of the same, and any
attempt at such sublicense, assignment or transfer is void. Any prominent
use of the GeneEd Marks on your Site must be approved by GeneEd prior
to publishing. We may revoke your license at any time by giving you written
notice.
7.3. As a condition to your acceptance and participation in the
Program, you agree not undertake or engage in the following practices,
and any violation of this Section shall be deemed a material breach of
this Agreement:
(a) Use or otherwise incorporate the word "GeneEd" or variations or misspellings
in the domain name(s) of your Site(s), on any meta tags of Web pages comprising
your Site,;
(b) Modify or alter GeneEd's Site in any way;
(c) Make any representations, either express or implied, or create an
appearance that a visitor to your Site is visiting GeneEd's Site, e.g.
"framing" the GeneEd Site, without GeneEd's prior written approval; or
(d) "Scrape" or "spider" the GeneEd Site or any other GeneEd website for
content (such as images, logos and text).
Furthermore, upon GeneEd's request, you shall immediately remove from
your Site any Link to our Site which is displayed on a page which we,
in our sole discretion, deem objectionable.
7.4. Pay Per Click Search
Engine Placement Policy: Affiliates ARE NOT permitted to out
bid GeneEd.com for placement on any search terms or any variation
of our brand trademark, at any time, in any search engine. These
include, but are not limited to:
www GeneEd com
www GeneEd com
www GeneEd www
GeneEd
GeneEdcom
GeneEd com
GeneEd com
GeneEd site
GeneEd web site
wwwGeneEdcom
GeneEd
GeneEd Catalog
Gene Ed Catalog
GeneEd Online
www.GeneEd
Publishers are permitted to use the GeneEd.com as their display URL,
however publisher must identify themselves as a "affiliate" in their Ad
Copy. To administer this policy, we will enforce the following:
- Publishers that violate these rules could be deactivated from the program
immediately.
- Publishers that do not remove their listings within 2 calendar days
could be subject to legal action.
- Publishers that do not follow the correction policy will be removed
from the program immediately and forfeit all commission currently owed.
7.5. Customers that link from your Web site to GeneEd's Web site under
this program become GeneEd's customers and GeneEd's responsibility for
purposes of their business relationship with GeneEd. GeneEd Customer lists
and other GeneEd Customer information are GeneEd's trade secret information.
8. TERMINATION
8.1. Either party may terminate an Offer at any time by deleting their
acceptance of the Offer through Commission Junction. Termination of a
specific Offer shall not be deemed to terminate any other Offers.
8.2.
Either party may terminate this Agreement at any time, for any reason,
upon five (5) days prior written notice of such termination to the other
party. In addition, GeneEd shall be entitled to terminate this Agreement
immediately if you materially breach or violate any terms or conditions
of this Agreement, or if GeneEd determines, in its sole discretion, that
there are technical, or operational issues (e.g. interruptions caused
by or shifts in online/Internet technology) that adversely affect the
implementation of the Program, or the orders/referrals were obtained fraudulently,
or through misrepresentation, in which case GeneEd reserves the right
to withhold payment of associated referral pending an investigation of
the suspected fraud or misrepresentation. Termination of this Agreement
shall also terminate any outstanding Offer. However, all rights to payment,
causes of action and any provisions that by their terms are intended to
survive termination, shall survive termination of this Agreement.
8.3.
Upon termination of this Agreement for any reason, you will immediately
cease use of, and remove from your Site, all links to our Site, and all
GeneEd trademarks, trade dress and logos, and all other materials provided
by or on behalf of us to you pursuant hereto or in connection with the
Program.
8.4. You are only eligible to earn commissions on Qualifying
Product Revenues occurring during the term of this Agreement, and referral
fees earned through the date of termination will remain payable only if
the related Qualifying Products are not canceled or returned by a Customer.
9. REPRESENTATIONS
9.1. You represent and warrant that
(a) you have the authority to enter
into this Agreement and sufficient rights to grant any licenses expressed
herein, and
(b) any material displayed on your Site will not:
(i) infringe
on any third party's copyright, patent, trademark, trade secret or other
proprietary rights or right of publicity or privacy;
(ii) violate any
applicable law, statute, ordinance or regulation;
(iii) be defamatory
or libelous;
(iv) be lewd, pornographic or obscene;
(v) violate any laws
regarding unfair competition, anti-discrimination or false advertising;
(vi) promote violence or contain hate speech;
(vii) promote discrimination
based on race, age, sex, religion, nationality, sexual orientation or
disability;
(viii) contain viruses, Trojan horses, worms, time bombs,
cancelbots or other similar harmful or deleterious programming routines'
or
(ix) otherwise constitutes an "unsuitable Site" as determined by GeneEd
in accordance with the terms outlined in the Section 1 above titled "Participation
in the Program."
9.2. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES
TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GeneEd MAKES NO
EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM
OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED
OR ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS
OR ERRORS.
10. INDEMNIFICATION
Each party hereby agrees to indemnify, defend and hold harmless the other
party and its affiliates, directors, officers, employees and agents, from
and against any and all liability, claims, losses, damages, injuries or
expenses (including reasonable attorneys' fees) brought by a third party,
arising out of a breach, or alleged breach, of any of its representations
or obligations herein.
11. LIMITATION OF LIABILITY
In no event will either party be liable to the other party for any direct,
indirect, special, exemplary, consequential or incidental damages arising
from or related to this Agreement, the Program, or Commission Junction,
even if informed of the possibility of such damages. Further, GeneEd's
aggregate liability arising from this Agreement and the Program shall
not exceed the total referral fees paid or payable to you under this Agreement.
12. GENERAL
12.1. No Agency. Each party shall act as an independent contractor and
shall have no authority to obligate or bind the other in any respect,
and nothing in this Agreement (including any Offer) shall create any partnership,
joint ventures, agency, franchise, sales representative or employment
relationship between the parties. Neither party shall make any statement,
whether on their sites or otherwise, that reasonably would contradict
anything in the paragraph.
12.2. Responsibility for Binding Agreement.
You acknowledge that you have read this Agreement and agree to all its
terms and conditions. You understand that we may at any time (directly
or indirectly) solicit Customer referrals on terms that may differ from
those contained in this Agreement or operate Sites that are similar to
or compete with your Site. You have independently evaluated the desirability
of participating in the Program and are not relying on any representation,
guarantee, or statement other than as set forth in this Agreement.
12.3.
Jurisdiction; Venue. This Agreement shall be governed by the laws of the
State of California, without reference to rules governing choice of laws
and you irrevocably consent to the jurisdiction of such courts. GeneEd
may freely assign their rights in this Agreement. An affiliate may not
assign affiliate rights in this Agreement.
12.4. Counterparts; Manifestation
of Assent. This Agreement may be agreed to in more than one counterpart,
each of which together shall form one and the same instrument. The parties
agree that execution and manifestation of assent may be achieved in any
format convenient to the parties.
12.5. Severability. The provisions of
this Agreement are independent of and separable from each other, and no
provision shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may be invalid
or unenforceable in whole or in part.
12.6. Assignment. You may not assign
this Agreement, by operation of law or otherwise, without our prior written
consent, which may be withheld in our sole discretion. Subject to that
restriction, this Agreement will be binding on, inure to the benefit of,
and enforceable against the parties and their respective successors and
assigns. Our failure to enforce your strict performance of any provision
of this Agreement will not constitute a waiver of our right to subsequently
enforce such provision or any other provision of this Agreement.
12.7.
Equitable Relief. The parties agree that any breach of either of the party's
obligations regarding trademarks, service marks or trade names, confidentiality,
links or the removal of links, and/or user data may result in irreparable
injury for which there may be no adequate remedy at law. Therefore, in
the event of any breach or threatened breach of a party's obligations
regarding trademarks, service marks or trade names, confidentiality, links
or the removal of links, and/or user data, the aggrieved party will be
entitled to seek equitable relief in addition to its other available legal
remedies in a court of competent jurisdiction.
12.8. Obligation to Mediate
in Good Faith. Except as provided in this Section 12.7, before either
party initiates a lawsuit against the other relating to this Agreement,
the parties agree to mediate all disputes and claims arising out of or
relating to this Agreement, the parties' performance under it, or its
breach. To this end, either party may request, after informal discussions
have failed to resolve a dispute or claim, that each party designate an
officer or other management employee with authority to bind the party
to meet in good faith and attempt to resolve the dispute or claim through
mediation. During their discussions, each party will honor the other's
reasonable requests for information that is not privileged and relates
to the dispute or claim. This Section does not apply
(i) should the expiration
of the statute of limitations for a cause of action be imminent, or
(ii)
if a party is seeking an injunction pursuant to Section 12.8.
12.9. Force
Majeure. You acknowledge that GeneEd's and Commission Junction's servers,
equipment, and services (e.g. tracking and reporting) may be subject to
temporary modifications or shutdowns due to causes beyond GeneEd's and
Commission Junction's reasonable control. Such temporary service interruptions
will not constitute a material breach of this Agreement. GeneEd and Commission
Junction will use commercially reasonable efforts to provide the services
contemplated under this Agreement and to remedy any temporary interruptions
or other problems that adversely affect the Program.
12.10. Attorneys'
Fees. In the event any action is commenced to construe or enforce any
provision of this Agreement, the prevailing party, in addition to all
other amounts such party is be entitled to receive from the other party,
will be entitled to receive its reasonable attorneys' fees and costs incurred
in bringing such action.
12.11. Survival. Sections 8 (Termination), 10
(Indemnification), 11 (Limitation of Liability), and 12 (General), including
all subsections thereof, shall survive the termination of this Agreement.
12.12. Modifications. We may modify any of the terms and conditions contained
in this Agreement, at any time and in our sole discretion, by posting
a change notice or a new agreement on the Commission Junction Site and
giving you notice of the modification through Commission Junction or Direct
Track. Modifications may include, for example, changes in the scope of
available referral fees, referral fee schedules, payment procedures, and
Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM
FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE
WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. |
